FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

               For the quarterly period ended September 30, 2002
   --------------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from _____________________ to _____________________


                             Commission file number
                                     0-21560
                     ---------------------------------------


                            CNL Income Fund XI, Ltd.
-----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Florida                                            59-3078854
-------------------------------------              --------------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)


450 South Orange Avenue
Orlando, Florida                                              32801
-------------------------------------              --------------------------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number
(including area code)                                    (407) 540-2000
                                                   --------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _________



                                    CONTENTS





                                                                       Page
Part I.

     Item 1.   Financial Statements:

                   Condensed Balance Sheets                             1

                   Condensed Statements of Income                       2

                   Condensed Statements of Partners' Capital            3

                   Condensed Statements of Cash Flows                   4

                   Notes to Condensed Financial Statements              5-7

     Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                  8-11

     Item 3.   Quantitative and Qualitative Disclosures About
                   Market Risk                                          11

     Item 4.   Controls and Procedures                                  11-12

Part II.

     Other Information                                                  13-14

<page>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>




                                                                              September 30,            December 31,
                                                                                   2002                    2001
                                                                             -----------------       ------------------

 <c>
                              ASSETS

  Land and buildings on operating leases, net                                    $ 19,355,205            $  19,645,302
  Net investment in direct financing leases                                         6,819,432                6,941,611
  Real estate held for sale                                                                --                1,303,330
  Investment in joint ventures                                                      4,441,906                2,389,323
  Cash and cash equivalents                                                         1,648,907                  993,402
  Certificates of deposit                                                                  --                  218,217
  Receivables, less allowance for doubtful accounts
      of $21,955 and $487,127, respectively                                            58,382                  182,619
  Due from related parties                                                                 --                    4,161
  Accrued rental income                                                             1,734,567                1,640,219
  Other assets                                                                        129,295                  133,544
                                                                             -----------------       ------------------

                                                                                 $ 34,187,694            $  33,451,728
                                                                             =================       ==================



                 LIABILITIES AND PARTNERS' CAPITAL

  Accounts payable and accrued expenses                                            $    6,077              $     9,153
  Real estate taxes payable                                                            24,925                   54,185
  Distributions payable                                                               875,006                  875,006
  Due to related parties                                                               44,814                   16,701
  Rents paid in advance and security deposits                                          55,824                   66,213
                                                                             -----------------       ------------------
      Total liabilities                                                             1,006,646                1,021,258

  Minority interests                                                                  506,670                  509,377

  Partners' capital                                                                32,674,378               31,921,093
                                                                             -----------------       ------------------

                                                                                 $ 34,187,694            $  33,451,728
                                                                             =================       ==================

</TABLE>
           See accompanying notes to condensed financial statements.

<page>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                          Quarter Ended                  Nine Months Ended
                                                                          September 30,                    September 30,
                                                                      2002              2001            2002            2001
                                                                  -------------     -------------  --------------   -------------

 <c>
Revenues:
    Rental income from operating leases                              $ 614,019         $ 559,860     $ 1,881,584      $1,682,884
    Earned income from direct financing leases                         230,839           214,294         784,225         645,910
    Contingent rental income                                            76,756            31,903          79,404          85,671
    Interest and other income                                            5,992             7,787          55,241          48,516
                                                                  -------------     -------------  --------------   -------------
                                                                       927,606           813,844       2,800,454       2,462,981
                                                                  -------------     -------------  --------------   -------------

Expenses:
    General operating and administrative                                66,484            41,200         219,698         268,472
    Property expenses                                                   35,305            61,295          68,500         122,525
    Provision for doubtful accounts                                         --             3,301              --          74,197
    Management fees to related party                                     8,224             8,911          32,158          25,450
    State and other taxes                                                   --                --          31,779          29,869
    Depreciation                                                        92,039            99,375         290,097         298,133
    Provision for write-down of assets                                      --           522,449              --         627,986
                                                                  -------------     -------------  --------------   -------------
                                                                       202,052           736,531         642,232       1,446,632
                                                                  -------------     -------------  --------------   -------------
Income Before Minority Interests in Income of Consolidated
    Joint Ventures and Equity in Earnings (Losses) of
    Unconsolidated Joint Ventures                                      725,554            77,313       2,158,222       1,016,349

Minority Interests in Income of Consolidated
    Joint Ventures                                                     (14,985 )         (16,748 )       (48,426 )       (49,876 )

Equity in Earnings (Losses) of Unconsolidated Joint Ventures           118,993          (157,573 )       760,851        (201,788 )
                                                                  -------------     -------------  --------------   -------------

Income (loss) from Continuing Operations                               829,562           (97,008 )     2,870,647         764,685
                                                                  -------------     -------------  --------------   -------------

Discontinued Operations (Note 4):
    Income from discontinued operations, net                                --            33,878          65,510         102,971
    Gain on disposal of discontinued operations, net                        --                --         442,146              --
                                                                  -------------     -------------  --------------   -------------
                                                                            --            33,878         507,656         102,971
                                                                  -------------     -------------  --------------   -------------

Net Income (Loss)                                                    $ 829,562        $  (63,130 )   $ 3,378,303       $ 867,656
                                                                  =============     =============  ==============   =============

Income (Loss) Per Limited Partner Unit
    Continuing Operations                                             $   0.21         $   (0.03 )     $    0.71        $   0.19
    Discontinued Operations                                                 --              0.01            0.13            0.03
                                                                  -------------     -------------  --------------   -------------

Total                                                                 $   0.21         $   (0.02 )     $    0.84        $   0.22
                                                                  =============     =============  ==============   =============

Weighted Average Number of Limited Partner
    Units Outstanding                                                4,000,000         4,000,000       4,000,000       4,000,000
                                                                  =============     =============  ==============   =============
</TABLE>
           See accompanying notes to condensed financial statements.


<page>
                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>

                                                                          Nine Months Ended          Year Ended
                                                                            September 30,           December 31,
                                                                                 2002                   2001
                                                                         ---------------------    ------------------

 <c>
General partners:
    Beginning balance                                                          $      242,465          $    242,465
    Net income                                                                             --                    --
                                                                         ---------------------    ------------------
                                                                                      242,465               242,465
                                                                         ---------------------    ------------------

Limited partners:
    Beginning balance                                                              31,678,628            33,451,336
    Net income                                                                      3,378,303             1,727,316
    Distributions ($0.66 and $0.88 per
       limited partner unit, respectively)                                         (2,625,018 )          (3,500,024 )
                                                                         ---------------------    ------------------
                                                                                   32,431,913            31,678,628
                                                                         ---------------------    ------------------

Total partners' capital                                                       $    32,674,378          $ 31,921,093
                                                                         =====================    ==================
</TABLE>
           See accompanying notes to condensed financial statements.
<page>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                       Nine Months Ended
                                                                                         September 30,
                                                                                    2002               2001
                                                                               ---------------    ---------------

 <c>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                    $  3,225,494        $ 2,443,001
                                                                               ---------------    ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of assets                                                 1,734,373                 --
       Investment in joint ventures                                                (1,839,798 )               --
       Redemption of certificates of deposit                                          211,587             41,230
                                                                               ---------------    ---------------
              Net cash provided by investing activities                               106,162             41,230
                                                                               ---------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                           (2,625,018 )       (2,625,018 )
       Distributions to holders of minority interests                                 (51,133 )          (47,555 )
                                                                               ---------------    ---------------
              Net cash used in financing activities                                (2,676,151 )       (2,672,573 )
                                                                               ---------------    ---------------

Net Increase (decrease) in Cash and Cash Equivalents                                  655,505           (188,342 )

Cash and Cash Equivalents at Beginning of Period                                      993,402          1,006,620
                                                                               ---------------    ---------------

Cash and Cash Equivalents at End of Period                                       $  1,648,907         $  818,278
                                                                               ===============    ===============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                                 $   875,006         $  875,006
                                                                               ===============    ===============

</TABLE>
           See accompanying notes to condensed financial statements.
<page>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


1.      Basis of Presentation:

        The  accompanying  unaudited  condensed  financial  statements have been
        prepared in  accordance  with the  instructions  to Form 10-Q and do not
        include  all  of  the  information  and  note  disclosures  required  by
        generally  accepted  accounting  principles.  The  financial  statements
        reflect all  adjustments,  consisting of normal  recurring  adjustments,
        which are, in the opinion of  management,  necessary to a fair statement
        of the results for the interim periods presented.  Operating results for
        the  quarter  and  nine  months  ended  September  30,  2002  may not be
        indicative  of the  results  that may be  expected  for the year  ending
        December  31, 2002.  Amounts as of December  31,  2001,  included in the
        financial   statements,   have  been  derived  from  audited   financial
        statements as of that date.

        These unaudited financial  statements should be read in conjunction with
        the financial  statements and notes thereto included in Form 10-K of CNL
        Income Fund XI, Ltd. (the "Partnership") for the year ended December 31,
        2001.

        The  Partnership  accounts for its 85% interest in Denver Joint  Venture
        and  its  77.33%  interest  in  CNL/Airport   Joint  Venture  using  the
        consolidation  method.  Minority interests  represent the minority joint
        venture partners' proportionate share of the equity in the Partnership's
        consolidated joint ventures.  All significant  intercompany accounts and
        transactions have been eliminated.

        Effective  January  1,  2002,  the  Partnership   adopted  Statement  of
        Financial Accounting Standards No. 144 "Accounting for the Impairment or
        Disposal  of  Long-Lived   Assets."  This  statement   requires  that  a
        long-lived asset be tested for recoverability whenever events or changes
        in   circumstances   indicate  that  its  carrying  amount  may  not  be
        recoverable.   The  carrying  amount  of  a  long-lived   asset  is  not
        recoverable  if it  exceeds  the  sum of  the  undiscounted  cash  flows
        expected to result from the use and eventual  disposition  of the asset.
        The assessment is based on the carrying  amount of the asset at the date
        it is tested for  recoverability.  An impairment loss is recognized when
        the carrying amount of a long-lived  asset exceeds its fair value. If an
        impairment is recognized,  the adjusted  carrying amount of a long-lived
        asset  is its new cost  basis.  The  statement  also  requires  that the
        results of  operations  of a component of an entity that either has been
        disposed  of  or is  classified  as  held  for  sale  be  reported  as a
        discontinued operation if the disposal activity was initiated subsequent
        to the adoption of the Standard.

2.      Reclassification:

        Certain  items  in the  prior  year's  financial  statements  have  been
        reclassified to conform to 2002  presentation.  These  reclassifications
        had no effect on total partners' capital or net income.

3.      Investment in Joint Ventures:

        In June 2002,  the  Partnership  invested in two properties in Universal
        City and Schertz, Texas, as two separate tenants-in-common  arrangements
        with CNL  Income  Fund VI,  Ltd.,  a  Florida  limited  partnership  and
        affiliate  of  the  general  partners.  The  Partnership  acquired  both
        properties  from CNL Funding  2001-A,  LP, an  affiliate  of the general
        partners  (see Note 5). The  Partnership  and CNL Income  Fund VI,  Ltd.
        entered into agreements whereby each co-tenant will share in the profits
        and losses of each property in proportion to its  applicable  percentage
        interest.  As  of  September  30,  2002,  the  Partnership   contributed
        approximately  $897,200 and $942,500 for an 85.8% and a 90.5%  interest,
        respectively, in these properties.
<page>
                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


3.      Investment in Joint Ventures - Continued:

        In June 2002,  Ashland Joint  Venture,  in which the  Partnership  has a
        62.16% interest, sold its Burger King property in Ashland, New Hampshire
        to  the  tenant  and  received  net  sales  proceeds  of   approximately
        $1,472,900, resulting in a gain of approximately $500,900. The financial
        results   relating  to  this  property  are  reflected  as  Discontinued
        Operations below. The Joint Venture reinvested in June 2002 the majority
        of the net sales  proceeds  from the sale of this property in a property
        in San Antonio,  Texas. The Joint Venture acquired the property from CNL
        Funding  2001-A,  LP,  an  affiliate  of the  general  partners,  for an
        approximate cost of $1,343,000 (see Note 5).

        Ashland Joint Venture, Des Moines Real Estate Joint Venture,  Portsmouth
        Joint  Venture,  each owned and leased one  property  to an  operator of
        national  fast-food  restaurants.   In  addition,  the  Partnership  and
        affiliates,  as  tenants-in-common  in three separate  tenants-in-common
        arrangements,  each owned and  leased one  property  to an  operator  of
        national  fast-food  restaurants.  The following  presents the combined,
        condensed  financial  information for the unconsolidated  joint ventures
        and the properties held as tenants-in-common with affiliates at:
<TABLE>
<CAPTION>

                                                                      September 30,                  December 31,
                                                                           2002                          2001
                                                                     ---------------               ----------------
<S> <C>
         Land and buildings on operating leases, net                    $  5,579,308                   $  2,209,218
         Net investment in direct financing lease                            310,042                        313,339
         Real estate held for sale                                                --                        983,074
         Cash                                                                 27,603                         15,352
         Receivables less, allowance for doubtful
             accounts                                                             --                          7,383
         Accrued rental income                                               142,834                          7,543
         Other assets                                                          6,240                        115,767
         Liabilities                                                          14,564                         29,240
         Partners' capital                                                 6,051,463                      3,622,436


                                                               Quarter Ended              Nine Months Ended
                                                               September 30,                 September 30,
                                                           2002            2001           2002            2001
                                                        -----------    --------------  ------------  ---------------

         Revenues                                        $ 189,739        $  138,770     $ 676,689       $  257,012
         Expenses                                          (27,489 )         (20,364 )     (71,910 )       (176,797 )
         Provision for write-down of assets                     --          (327,274 )          --         (327,274 )
                                                        -----------    --------------  ------------  ---------------
             Income (loss) from continuing operations      162,250          (208,868 )     604,779         (247,059 )
                                                        -----------    --------------  ------------  ---------------

         Discontinued operations:
             Income from discontinued operations, net           --            21,443        26,927           57,683
             Gain on disposal of assets                         --                --       500,912               --
                                                        -----------    --------------  ------------  ---------------
                                                                --            21,443       527,839           57,683
                                                        -----------    --------------  ------------  ---------------

         Net Income (Loss)                               $ 162,250        $ (187,425 )  $1,132,618       $ (189,376 )
                                                        ===========    ==============  ============  ===============
</TABLE>
<page>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
           Quarters and Nine Months Ended September 30, 2002 and 2001


3.      Investment in Joint Ventures - Continued:

        The  Partnership  recognized  income of $760,851  and a loss of $201,788
        during the nine months ended September 30, 2002 and 2001,  respectively,
        from these joint  ventures,  of which  income of $118,993  and a loss of
        $157,573 were recorded  during the quarters ended September 30, 2002 and
        2001, respectively.

4.      Discontinued Operations:

        At June 2002, the Partnership was negotiating two separate agreements to
        sell the  properties  in  Highlands,  California  and  Kent,  Ohio.  The
        negotiations   for  the  sale  of  these   property  were   subsequently
        discontinued  and as a result,  the Partnership  reclassified the assets
        from real  estate  held for sale to direct  financing  leases,  land and
        building on operating leases and accrued rental income.

        In June  2002,  the  Partnership  sold its  Burger  King  properties  in
        Columbus, Ohio and East Detroit, Michigan to the tenant and received net
        sales  proceeds  of  approximately  $1,734,400,  resulting  in a gain of
        approximately  $442,100.  The financial results for these properties are
        reflected  as  Discontinued  Operations  in the  accompanying  financial
        statements.

        The operating results of discontinued operations are as follows:
<TABLE>
<CAPTION>

                                                                                            Nine Months Ended
                                                        Quarter Ended September 30,            September 30,
                                                          2002              2001            2002            2001
                                                      -------------     --------------  -------------   --------------

 <c>
         Rental revenues                                    $   --         $   41,148      $  76,863       $  124,776
         Expenses                                               --             (7,270 )      (11,353 )        (21,805 )
         Gain on disposal of assets                             --                 --        442,146               --
                                                      -------------     --------------  -------------   --------------
         Income from discontinued operations                $   --         $   33,878      $ 507,656       $  102,971
                                                      =============     ==============  =============   ==============
</TABLE>

5.      Related Party Transactions:

        In June 2002, the Partnership and CNL Income Fund VI, Ltd.  acquired two
        properties  in Universal  City and Schertz,  Texas,  each  Property as a
        separate tenants-in-common arrangement, from CNL Funding 2001-A, LP, for
        a total of approximately  $2,087,200 (see Note 3). In addition,  in June
        2002,  Ashland Joint Venture acquired a property in San Antonio,  Texas,
        from CNL Funding 2001-A, LP, for approximately  $1,343,000 (see Note 3).
        CNL  Funding  2001-A,  LP, an  affiliate  of the general  partners,  had
        purchased  and  temporarily  held  title to the  properties  in order to
        facilitate the  acquisition of the  properties by the  Partnership.  The
        purchase price paid by the Partnership and the joint venture represented
        the costs  incurred by CNL Funding  2001-A,  LP to acquire and carry the
        properties.

        During 2001, Phoenix Restaurant Group, Inc. ("PRG") filed for bankruptcy
        and neither  rejected,  nor  affirmed  the three  leases it had with the
        Partnership,  including  a lease held with an  affiliate  of the general
        partners, as  tenants-in-common.  The Partnership owns a 73% interest in
        the  tenancy  in common.  In April and May 2002,  the  bankruptcy  court
        assigned the leases  relating to the  properties  in Avon,  Colorado and
        Corpus Christi, Texas to CherryDen, LLC and RAI, LLC, respectively, each
        of which is an affiliate of the general partners.  All other lease terms
        remained the same. In  connection  with these  leases,  the  Partnership
        recognized rental revenues of approximately $44,000 and $66,900 relating
        to the  property  in Avon,  Colorado  during the quarter and nine months
        ended September 30, 2002, respectively. The tenancy in common recognized
        rental  revenues of  approximately  $47,700 and $80,200  relating to the
        property  in Corpus  Christi,  Texas  during the quarter and nine months
        ended September 30, 2002,  respectively.  The Partnership recognized its
        pro-rata share of these amounts in equity in earnings of  unconsolidated
        joint ventures in the accompanying financial statements.
<page>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        CNL  Income  Fund XI,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was  organized on August 20, 1991 to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  as well as properties upon which  restaurants were to be
constructed  (the  "Properties"),  which are leased  primarily  to  operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are, in general, triple-net leases, with the lessees responsible for all repairs
and maintenance,  property taxes, insurance,  and utilities. As of September 30,
2001,  the  Partnership  owned  34  Properties  directly  and  seven  Properties
indirectly,  through  joint  venture or tenancy  in common  arrangements.  As of
September  30, 2002,  the  Partnership  owned 32  Properties  directly and eight
Properties indirectly, through joint venture or tenancy in common arrangements.

Capital Resources

        Cash from  operating  activities  (which  includes  cash  received  from
tenants,  distributions  from joint  ventures,  and  interest  and other  income
received,  less cash paid for expenses) was  $3,225,494  and  $2,443,001 for the
nine months ended  September  30, 2002 and 2001,  respectively.  The increase in
cash from operating  activities for the nine months ended September 30, 2002 was
a result of changes in working  capital  and  changes in income and  expenses as
described in "Results of Operations" below.

        Other sources and uses of capital included the following during the nine
months ended September 30, 2002.

        In June  2002,  the  Partnership  sold its  Burger  King  properties  in
Columbus, Ohio and East Detroit,  Michigan, to the tenant and received net sales
proceeds  of  approximately  $1,734,400,  resulting  in a gain of  approximately
$442,100.  The Partnership reinvested in June 2002 the majority of the net sales
proceeds from the sale of these  Properties in two  Properties in Universal City
and Schertz,  Texas, each Property as a separate  tenants-in-common  arrangement
with CNL Income Fund VI, Ltd., a Florida  limited  partnership  and affiliate of
the general partners.  The Partnership and CNL Income Fund VI, Ltd. entered into
agreements  whereby each  co-tenant will share in the profits and losses of each
property in proportion to its applicable  percentage  interest.  As of September
30, 2002, the Partnership contributed approximately $897,200 and $942,500 for an
85.8% and a 90.5% interest,  respectively,  in these properties. In addition, in
June  2002,  Ashland  Joint  Venture,  in  which  the  Partnership  has a 62.16%
interest,  sold its Burger King property in Ashland, New Hampshire to the tenant
and received net sales proceeds of approximately $1,472,900, resulting in a gain
of  approximately  $500,900.  The  Joint  Venture  reinvested  in June  2002 the
majority of the net sales  proceeds from the sale of this Property in a Property
in San Antonio, Texas.

        The Partnership acquired these properties from CNL Funding 2001-A, LP, a
Delaware  limited  partnership  and an  affiliate of the general  partners.  CNL
Funding 2001-A, LP had purchased and temporarily held title to the Properties in
order to facilitate the  acquisition of the Properties by the  Partnership.  The
purchase  prices paid by the  Partnership  represented the costs incurred by CNL
Funding 2001-A, LP to acquire the Properties.  The general partners believe that
the transactions,  or a portion thereof, relating to the sales of the Properties
and  the  reinvestment  of the  proceeds  will  qualify  as  like-kind  exchange
transactions for federal income tax purposes.  The Partnership  anticipates that
its  distributions  will be  sufficient  to enable the  limited  partners to pay
federal and state income  taxes,  if any (at a level  reasonably  assumed by the
general partners), resulting from the transactions.

        Currently, rental income from the Partnership's Properties and net sales
proceeds held by the  Partnership are invested in money market accounts or other
short-term,  highly  liquid  investments  such as  demand  deposit  accounts  at
commercial  banks,  money market accounts and  certificates of deposit with less
than a 90-day maturity date,  pending the Partnership's use of such funds to pay
Partnership expenses or to make distributions to the partners.  At September 30,
2002, the Partnership had $1,648,907 invested in such short-term investments, as
compared  to  $993,402  at  December  31,  2001.  The  increase in cash and cash
equivalents  at  September  30,  2002,  as  compared  to  December  31, 2001 was
primarily attributable to the fact that the Partnership received payment of past
due rents as described below in "Results of Operations."  The funds remaining at
September 30, 2002, after payment of distributions and other  liabilities,  will
be used to meet the Partnership's working capital and other needs.

Short-Term Liquidity

        The Partnership's  investment strategy of acquiring  Properties for cash
and  leasing  them under  triple-net  leases to  operators  who  generally  meet
specified financial  standards  minimizes the Partnership's  operating expenses.
The general  partners  believe  that the leases will  generate  net cash flow in
excess of operating expenses.

        The Partnership's short-term liquidity requirements consist primarily of
the operating expenses of the Partnership.

        The general  partners have the right,  but not the  obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

        Total liabilities of the Partnership,  including  distributions payable,
decreased to $1,006,646  at September  30, 2002 from  $1,021,258 at December 31,
2001,  primarily  as a result of a  decrease  in real  estate  taxes  payable at
September  30,  2002,  as compared to December 31,  2001.  The general  partners
believe that the  Partnership  has  sufficient  cash on hand to meet its current
working capital needs.

        The Partnership  generally  distributes  cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on cash from  operations,  and for the quarter  ended  September 30, 2001,
anticipated future cash from operations,  the Partnership declared distributions
to limited  partners of $2,625,018  for each of the nine months ended  September
30, 2002 and 2001,  ($875,006 for each of the quarters ended  September 30, 2002
and 2001). This represents  distributions of $0.66 per unit for each of the nine
months ended  September 30, 2002 and 2001,  ($0.22 per unit for each  applicable
quarter).  No  distributions  were made to the general partners for the quarters
and nine months ended September 30, 2002 and 2001. No amounts distributed to the
limited  partners  for the nine  months  ended  September  30, 2002 and 2001 are
required to be or have been  treated by the  Partnership  as a return of capital
for  purposes of  calculating  the limited  partners'  return on their  adjusted
capital contributions. The Partnership intends to continue to make distributions
of cash available for distribution to the limited partners on a quarterly basis.

Long-Term Liquidity

        The  Partnership  has no  long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

        Total  rental  revenues  were  $2,665,809  for  the  nine  months  ended
September  30,  2002,  as  compared  to  $2,328,794  for the nine  months  ended
September 30, 2001, of which  $844,858 and $774,154 were earned during the third
quarter of 2002 and 2001,  respectively.  Rental  revenues were lower during the
quarter and nine months ended September 30, 2001, as compared to the same period
in  2002,  due  to  the  fact  that  Phoenix  Restaurant  Group,  Inc.  and  its
Subsidiaries  (collectively  referred  to as "PRG"),  the tenant of two  Denny's
Properties,  experienced financial  difficulties and ceased paying rent in 2001.
As a result,  the  Partnership  stopped  recognizing  rental  revenues  from the
Properties  in  Avon,  Colorado  and  Abilene,  Texas,  in  accordance  with the
Partnership's revenue recognition policy. In October 2001, PRG filed for Chapter
11 bankruptcy protection. Since the bankruptcy filing, the tenant resumed paying
rent.  The  Partnership  received from PRG the rent  payments  relating to these
Properties  from the  bankruptcy  date  through May 2002.  During May 2002,  the
bankruptcy  court  assigned  its leases to two new  tenants,  one of which is an
affiliate of the general partners.  All other lease terms remained unchanged and
are substantially the same as the Partnership's other leases. As a result of the
assignment relating to the Property in Abilene, Texas, the Partnership collected
and recognized as revenue $158,000 in 2001 and 2000 past due rents.

        The increase in rental revenues during the quarter and nine months ended
September 30, 2002, as compared to the same periods in 2001,  was also partially
due to the acquisition of a Property in Houston, Texas in December 2001 with the
majority of the net sales  proceeds  received  from the sale of the  Property in
Sebring,  Florida.  The increase in rental  revenues during the quarter and nine
months ended  September 30, 2002,  as compared to the same periods in 2001,  was
partially  offset by the fact that the Property in Sebring,  Florida was sold in
2001.

         The increase in rental  revenues during the nine months ended September
30, 2002, as compared to the same period in 2001, was also  partially  offset by
the fact that the Partnership provided a rent reduction of $16,500 to the tenant
of the Property in Yelm,  Washington.  The Partnership  does not anticipate that
the rent reduction will have an adverse effect on the financial  position of the
Partnership.

        During  the  nine  months  ended   September  30,  2002  and  2001,  the
Partnership also earned $79,404 and $85,671,  respectively, in contingent rental
income,  $76,756  and  $31,903 of which were earned  during the  quarters  ended
September 30, 2002 and 2001, respectively.

        During  the  nine  months  ended   September  30,  2002  and  2001,  the
Partnership recognized income of $760,851 and a loss of $201,788,  respectively,
attributable to net operating results reported by unconsolidated joint ventures,
of which  income of $118,993  and a loss of $157,573  were  reported  during the
quarters ended September 30, 2002 and 2001, respectively.  Net operating results
reported by joint ventures were lower during the nine months ended September 30,
2001,  as  compared to the same  period in 2002,  due to the fact that PRG,  the
tenant of Corpus Christi,  Texas,  experienced financial difficulties and ceased
paying  rent in 2001.  As a result,  the  Partnership  and an  affiliate  of the
general  partners,  as  tenants-in-common,  in  which  the  Partnership  owns an
approximate 73% interest,  stopped  recording rental revenues in accordance with
the Partnership's  revenue recognition policy. Net operating results reported by
joint  ventures  were also  lower  during  the  quarter  and nine  months  ended
September  30, 2001,  as compared to the same  periods in 2002,  due to the fact
that the Partnership  incurred  Property  related  expenses such as, legal fees,
insurance and real estate taxes  relating this  Property.  In October 2001,  PRG
filed for  Chapter 11  bankruptcy  protection,  as  described  above.  Since the
bankruptcy  filing,  the tenant  resumed paying rent.  The  Partnership  and the
affiliate, as tenants-in-common, received from PRG the rent payments relating to
this Property from the bankruptcy date through April,  2002.  During April 2002,
the  bankruptcy  court  assigned its lease to a new tenant,  an affiliate of the
general partners. All other lease terms remained unchanged and are substantially
the  same as the  Partnership's  other  leases.  As a result  of the  assignment
relating to this Property,  the Partnership  collected and recognized as revenue
from the new tenant  $309,700 in 2001 and 2000 past due rents.  The  Partnership
and the affiliate,  as tenants-in-common  of this Property,  recorded during the
nine months ended  September  30, 2001 a provision  for  write-down of assets of
approximately  $327,300  including  approximately  $84,900 in previously accrued
rental  income  relating to this  Property.  The accrued  rental  income was the
accumulated amount of non-cash  accounting  adjustments  previously  recorded in
order to recognize  future  scheduled  rent  increases as income evenly over the
term of the lease. The provision represented the difference between the carrying
value of the Property and its fair value.

        The  increase  in net income  earned by  unconsolidated  joint  ventures
during the nine months ended  September 30, 2002, as compared to the same period
in 2001, was partially due to the fact that in June 2002, Ashland Joint Venture,
in which the Partnership owns a 62.16%  interest,  sold its Property in Ashland,
New Hampshire, to the tenant and recognized a gain of approximately $500,900.

        The  increase  in net income  earned by  unconsolidated  joint  ventures
during the quarter and nine months ended  September 30, 2002 was also  partially
due to the fact that in June 2002, the Partnership invested in two Properties in
Universal City and Schertz, Texas, each Property as a separate tenants-in-common
arrangement  with CNL Income Fund VI, Ltd., a Florida  limited  partnership  and
affiliate of the general partners.

        During  the  nine  months  ended   September  30,  2002  and  2001,  the
Partnership  and its  consolidated  joint  ventures  earned $55,241 and $48,516,
respectively,  in interest  and other  income,  of which  $5,992 and $7,787 were
earned  during the  quarters  ended June 30,  2002 and 2001,  respectively.  The
increase in interest and other income during the nine months ended September 30,
2002 was due to the fact  that  the  Partnership  collected  and  recognized  as
revenue $29,800 in charges  relating to the Property in Abilene,  Texas,  due to
the fact that PRG,  the tenant,  was  experiencing  financial  difficulties,  as
described  above.  The  increase in interest  and other  income  during the nine
months  ended  September  30, 2002 was offset by a decrease  in interest  income
attributable   to  the  redemption  of  certificates  of  deposit  held  by  the
Partnership.

        Operating expenses,  including depreciation and amortization expense and
provision for  write-down of assets,  were $642,232 and  $1,446,632 for the nine
months ended  September 30, 2002 and 2001,  respectively,  of which $202,052 and
$736,531 were incurred  during the quarters  ended  September 30, 2002 and 2001,
respectively.  Operating expenses were higher during the quarter and nine months
ended  September  30, 2001,  as compared to the same period in 2002,  due to the
fact that the  Partnership  recorded  provisions for write-down of assets in the
amount of  approximately  $522,500  and  $584,000 in the quarter and nine months
ended  September  30, 2001,  respectively,  of which  approximately  $96,800 and
$158,400  related to previously  accrued  rental income,  respectively,  for the
Properties  in Abilene,  Texas and Avon,  Colorado as a result of the  financial
difficulties PRG experienced,  as described above.  During the nine months ended
September 30, 2001, the Partnership  also recorded a provision for write-down of
assets of approximately  $43,900 in previously accrued rental income relating to
the Property  located in Sebring,  Florida.  The accrued  rental  income was the
accumulated amount of non-cash  accounting  adjustments  previously  recorded in
order to recognize  future  scheduled  rent  increases as income evenly over the
term of the  lease.  The  provisions  represented  the  difference  between  the
carrying value of the Properties and their fair value at September 30, 2001. The
Partnership  sold the  Property in Sebring,  Florida in November  2001,  and PRG
assigned the leases relating to the two Properties in May 2002.

        Operating  expenses  were  also  higher  during  the nine  months  ended
September  30, 2001,  as compared to the same period in 2002,  due to provisions
for doubtful  accounts and real estate  taxes  incurred in 2001  relating to the
Properties in Avon, Colorado and Abilene,  Texas. The tenant,  PRG,  experienced
financial  difficulties,  as  described  above.  During  the nine  months  ended
September 30, 2002, the Partnership incurred lower  administrative  expenses for
servicing  the  Partnership  and its  Properties.  In addition,  the decrease in
operating  expenses during the quarter and nine months ended September 30, 2002,
as compared to the same periods in 2001,  was partially  offset by the fact that
during the nine months ended  September  30, 2002,  the  Partnership  elected to
reimburse the tenant of the Properties in Oklahoma  City,  Oklahoma and McAllen,
Texas for certain renovation costs.

        Effective  January  1,  2002,  the  Partnership   adopted  Statement  of
Financial  Accounting  Standards  No.  144  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets." This statement requires that a long-lived asset
be tested  for  recoverability  whenever  events  or  changes  in  circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived  asset is not recoverable if it exceeds the sum of the undiscounted
cash flows  expected  to result  from the use and  eventual  disposition  of the
asset.  The assessment is based on the carrying  amount of the asset at the date
it is tested for  recoverability.  An  impairment  loss is  recognized  when the
carrying  amount of a long-lived  asset exceeds its fair value. If an impairment
is recognized,  the adjusted  carrying  amount of a long-lived  asset is its new
cost basis.  The  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.

        During  the nine  months  ended  September  30,  2002,  the  Partnership
identified and sold two Properties  that met the criteria of this standard.  The
financial results of these Properties were classified as Discontinued Operations
in the accompanying financial statements. The majority of the net sales proceeds
from the sales of these Properties were reinvested in two Properties,  one owned
directly by the Partnership and the other one owned indirectly through a tenancy
in common, as described above in "Capital Resources."

        During the nine months ended September 30, 2002,  Ashland Joint Venture,
in which the Partnership  owns a 36.8% interest,  identified and sold a Property
that met the criteria of this standard.  The financial  results of this Property
were   classified  as  Discontinued   Operations  in  the  condensed   financial
information  for the  unconsolidated  joint ventures and the properties  held as
tenants-in-common with affiliates presented in the footnotes to the accompanying
financial  statements.  The joint venture reinvested the net sales proceeds from
the  sale of this  Property  in an  additional  income  producing  Property,  as
discussed above in "Capital Resources."


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


ITEM 4. CONTROLS AND PROCEDURES

        The  general  partners  maintain  a  set  of  disclosure   controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  within 90 days prior to the
filing  of this  Quarterly  Report on Form  10-Q and have  determined  that such
disclosure controls and procedures are effective.

        Subsequent to the above evaluation, there were no significant changes in
internal  controls  or other  factors  that  could  significantly  affect  these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.

<page>
                           PART II. OTHER INFORMATION


Item 1.       Legal Proceedings.   Inapplicable.

Item 2.       Changes in Securities.  Inapplicable.

Item 3.       Defaults upon Senior Securities.  Inapplicable.

Item 4.       Submission of Matters to a Vote of Security Holders. Inapplicable.

Item 5.       Other Information.  Inapplicable.

Item 6.       Exhibits and Reports on Form 8-K.

                (a)  Exhibits

                        3.1  Affidavit and Certificate of Limited Partnership of
                             CNL Income Fund XI, Ltd.  (Included  as Exhibit 3.2
                             to Registration Statement No. 33-43278 on Form S-11
                             and incorporated herein by reference.)

                        4.1  Affidavit and Certificate of Limited Partnership of
                             CNL Income Fund XI, Ltd.  (Included  Exhibit 3.2 to
                             Registration  Statement  33-43278  on Form S-11 and
                             incorporated herein by reference.)

                        4.2  Amended   and   Restated   Agreement   of   Limited
                             Partnership  of CNL Income Fund XI, Ltd.  (Included
                             as  Exhibit   4.2  to  Form  10-K  filed  with  the
                             Securities  and  Exchange  Commission  on April 15,
                             1993, and incorporated herein by reference.)

                        10.1 Management  Agreement  between  CNL Income Fund XI,
                             Ltd.  and  CNL  Investment   Company  (Included  as
                             Exhibit 10.1 to Form 10-K filed with the Securities
                             and  Exchange  Commission  on April 15,  1993,  and
                             incorporated herein by reference.)

                        10.2 Assignment   of  Management   Agreement   from  CNL
                             Investment  Company  to  CNL  Fund  Advisors,  Inc.
                             (Included  as Exhibit  10.2 to Form 10-K filed with
                             the Securities and Exchange Commission on March 30,
                             1995, and incorporated herein by reference.)

                        10.3 Assignment of Management  Agreement from CNL Income
                             Fund  Advisors,  Inc.  to CNL Fund  Advisors,  Inc.
                             (Included  as Exhibit  10.3 to Form 10-K filed with
                             the Securities and Exchange  Commission on April 1,
                             1996, and incorporated herein by reference.)

                        10.4 Assignment  of Management  Agreement  from CNL Fund
                             Advisors, Inc. to CNL APF Partners, LP (Included as
                             Exhibit 10.4 to Form 10-Q filed with the Securities
                             and Exchange  Commission  on August 14,  2001,  and
                             incorporated herein by reference.)

                        10.5 Assignment  of  Management  Agreement  from CNL APF
                             Partners,   LP  to  CNL  Restaurants   XVIII,  Inc.
                             (Included  as Exhibit  10.5 to Form 10-Q filed with
                             the  Securities  and Exchange  Commission on August
                             14, 2002, and incorporated herein by reference.)

                        99.1 Certification   of  Chief   Executive   Officer  of
                             Corporate  General  Partner  Pursuant  to 18 U.S.C.
                             Section 1350 as Adopted  Pursuant to Section 906 of
                             the Sarbanes-Oxley Act of 2002. (Filed herewith.)

                        99.2 Certification   of  Chief   Financial   Officer  of
                             Corporate  General  Partner  Pursuant  to 18 U.S.C.
                             Section 1350 as Adopted  Pursuant to Section 906 of
                             the Sarbanes-Oxley Act of 2002. (Filed herewith.)

                        (b)  Reports on Form 8-K

                             No  reports  on Form  8-K  were  filed  during  the
                             quarter ended September 30, 2002.

<page>
                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 7th day of November, 2002.


                                        CNL INCOME FUND XI, LTD.

                                        By: CNL REALTY CORPORATION
                                            General Partner


                                             By:/s/ James M. Seneff, Jr.
                                                ------------------------------
                                                JAMES M. SENEFF, JR.
                                                Chief Executive Officer
                                                (Principal Executive Officer)


                                             By:/s/ Robert A. Bourne
                                                ------------------------------
                                                ROBERT A. BOURNE
                                                President and Treasurer
                                                (Principal Financial and
                                                Accounting Officer)
<page>

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


        I,  James M.  Seneff,  Jr.,  the Chief  Executive  Officer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income Fund XI, Ltd.  (the
"registrant"), certify that:

        1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  the
             registrant;

        2.   Based on my knowledge,  this quarterly  report does not contain any
             untrue  statement  of a  material  fact or omit to state a material
             fact  necessary  to make  the  statements  made,  in  light  of the
             circumstances under which such statements were made, not misleading
             with respect to the period covered by this quarterly report;

        3.   Based  on  my  knowledge,  the  financial  statements,   and  other
             financial  information  included in this quarterly  report,  fairly
             present in all material respects the financial  condition,  results
             of operations  and cash flows of the registrant as of, and for, the
             periods presented in this quarterly report;

        4.   The registrant's other certifying officer and I are responsible for
             establishing and maintaining disclosure controls and procedures (as
             defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
             and we have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

                c. presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

         5.  The  registrant's  other  certifying  officer and I have disclosed,
             based on our most recent evaluation,  to the registrant's  auditors
             and the audit  committee of  registrant's  board of  directors  (or
             persons  performing the equivalent  function):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

         6.  The registrant's  other certifying  officer and I have indicated in
             this quarterly report whether or not there were significant changes
             in internal  controls or in other factors that could  significantly
             affect internal controls  subsequent to the date of our most recent
             evaluation,   including  any  corrective  actions  with  regard  to
             significant deficiencies and material weaknesses.

Date:  November 7, 2002


/s/ James M. Seneff, Jr.
------------------------
James M. Seneff, Jr.
Chief Executive Officer
<page>
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate  general  partner of CNL Income Fund XI, Ltd.  (the  "registrant")
certify that:

         1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  the
             registrant;

         2.  Based on my knowledge,  this quarterly  report does not contain any
             untrue  statement  of a  material  fact or omit to state a material
             fact  necessary  to make  the  statements  made,  in  light  of the
             circumstances under which such statements were made, not misleading
             with respect to the period covered by this quarterly report;

         3.  Based  on  my  knowledge,  the  financial  statements,   and  other
             financial  information  included in this quarterly  report,  fairly
             present in all material respects the financial  condition,  results
             of operations  and cash flows of the registrant as of, and for, the
             periods presented in this quarterly report;

         4.  The registrant's other certifying officer and I are responsible for
             establishing and maintaining disclosure controls and procedures (as
             defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
             and we have:

                a. designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to us
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;

                b. evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and

                c. presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

         5.  The  registrant's  other  certifying  officer and I have disclosed,
             based on our most recent evaluation,  to the registrant's  auditors
             and the audit  committee of  registrant's  board of  directors  (or
             persons performing the equivalent function):

                a. all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and

                b. any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

         6.  The registrant's  other certifying  officer and I have indicated in
             this quarterly report whether or not there were significant changes
             in internal  controls or in other factors that could  significantly
             affect internal controls  subsequent to the date of our most recent
             evaluation,   including  any  corrective  actions  with  regard  to
             significant deficiencies and material weaknesses.


Date:  November 7, 2002


/s/ Robert A. Bourne
------------------------
Robert A. Bourne
President and Treasurer
<page>
                                  EXHIBIT INDEX


Exhibit Number

        (c)  Exhibits

                3.1  Affidavit and  Certificate  of Limited  Partnership  of CNL
                     Income   Fund  XI,  Ltd.   (Included   as  Exhibit  3.2  to
                     Registration  Statement  No.  33-43278  on  Form  S-11  and
                     incorporated herein by reference.)

                4.1  Affidavit and  Certificate  of Limited  Partnership  of CNL
                     Income Fund XI, Ltd.  (Included Exhibit 3.2 to Registration
                     Statement 33-43278 on Form S-11 and incorporated  herein by
                     reference.)

                4.2  Amended and Restated  Agreement of Limited  Partnership  of
                     CNL Income Fund XI, Ltd.  (Included  as Exhibit 4.2 to Form
                     10-K filed with the Securities  and Exchange  Commission on
                     April 15, 1993, and incorporated herein by reference.)

                10.1 Management  Agreement  between CNL Income Fund XI, Ltd. and
                     CNL  Investment  Company  (Included as Exhibit 10.1 to Form
                     10-K filed with the Securities  and Exchange  Commission on
                     April 15, 1993, and incorporated herein by reference.)

                10.2 Assignment  of  Management  Agreement  from CNL  Investment
                     Company to CNL Fund  Advisors,  Inc.  (Included  as Exhibit
                     10.2 to Form 10-K filed with the  Securities  and  Exchange
                     Commission on March 30, 1995,  and  incorporated  herein by
                     reference.)

                10.3 Assignment  of  Management  Agreement  from CNL Income Fund
                     Advisors,  Inc. to CNL Fund  Advisors,  Inc.  (Included  as
                     Exhibit  10.3 to Form 10-K  filed with the  Securities  and
                     Exchange  Commission  on April 1,  1996,  and  incorporated
                     herein by reference.)

                10.4 Assignment of Management  Agreement from CNL Fund Advisors,
                     Inc. to CNL APF  Partners,  LP (Included as Exhibit 10.4 to
                     Form 10-Q filed with the Securities and Exchange Commission
                     on August 14, 2001, and incorporated herein by reference.)

                10.5 Assignment of Management  Agreement  from CNL APF Partners,
                     LP to CNL Restaurants XVIII, Inc. (Included as Exhibit 10.5
                     to  Form  10-Q  filed  with  the  Securities  and  Exchange
                     Commission on August 14, 2002, and  incorporated  herein by
                     reference.)

                99.1 Certification  of  Chief  Executive  Officer  of  Corporate
                     General  Partner  Pursuant  to 18  U.S.C.  Section  1350 as
                     Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                     of 2002. (Filed herewith.)

                99.2 Certification  of  Chief  Financial  Officer  of  Corporate
                     General  Partner  Pursuant  to 18  U.S.C.  Section  1350 as
                     Adopted Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                     of 2002. (Filed herewith.)
<page>


                                  EXHIBIT 99.1




<page>





                                  EXHIBIT 99.2